8-K 1 mlt05mcp_10507.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 12, 2005 (Date of earliest event reported) Commission File No.: 333-116820-04 Merrill Lynch Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2005-MCP1 (Exact name of registrant as specified in its charter) New York (governing law of Pooling and Servicing Agreement) (State of Incorporation) 54-2176776 54-2176777 (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 (Address of principal executive offices) (Zip Code) (410) 884-2000 Registrant's Full Telephone Number (Former name, former address and former fiscal year, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) ITEM 8.01 Other Events On July 12, 2005, a distribution was made to holders of Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description (EX-99.1) Monthly report distributed to holders of Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, relating to the July 12, 2005 distribution. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Merrill Lynch Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2005-MCP1 (Registrant) By: Wells Fargo Bank, N.A. as Trustee By: /s/ Beth Belfield, Officer By: Beth Belfield, Officer Date: July 12, 2005 INDEX TO EXHIBITS Exhibit Number Description (EX-99.1) Monthly report distributed to holders of Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1, relating to the July 12, 2005 distribution. Wells Fargo Bank, N.A. Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 Merrill Lynch Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2005-MCP1 For Additional Information, please contact CTSLink Customer Service (301) 815-6600 Reports Available on the World Wide Web @ www.ctslink.com/cmbs Payment Date: July 12, 2005 Record Date: June 30, 2005 DISTRIBUTION DATE STATEMENT Table of Contents STATEMENT SECTIONS PAGE(s) Certificate Distribution Detail 2 Certificate Factor Detail 3 Reconciliation Detail 4 Other Required Information 5 Cash Reconciliation 6 Ratings Detail 7 Current Mortgage Loan and Property Stratification Tables 8 - 16 Mortgage Loan Detail 17 - 20 Principal Prepayment Detail 21 Historical Detail 22 Delinquency Loan Detail 23 Specially Serviced Loan Detail 24 - 25 Modified Loan Detail 26 Liquidated Loan Detail 27 Bond / Collateral Realized Loss Reconciliation 28 Depositor Merrill Lynch Mortgage Investors Inc. 4 World Financial Center, 10th Floor 250 Vesey Street New York, NY 10080 Contact: Michael M. McGovern Phone Number: Master Servicer Midland Loan Services, Inc. 10851 Mastin Street Suite 300 Overland Park, KS 66210 Contact: Brad Hauger Phone Number: (913) 253-9000 Special Servicer Midland Loan Services, Inc. 10851 Mastin Street Suite 300 Overland Park, KS 66210 Contact: Brad Hauger Phone Number: (913) 253-9000 This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the Servicer, Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the accuracy or completeness of information furnished by third parties. Copyright 2005, Wells Fargo Bank, N.A.

~~UNITED~~Certificate ~~STATES SECURITIES~~Distribution ~~AND~~Detail ~~EXCHANGE~~Class ~~COMMISSION Washington,~~CUSIP ~~D.C. 20549 FORM 8~~Pass-~~K CURRENT~~Through ~~REPORT Pursuant~~Original toBeginning ~~Section~~Principal 13Interest orRate ~~15(d)~~Balance ofBalance ~~the~~Distribution ~~Securities~~Distribution ~~Exchange~~A-1 ~~Act~~59022HHE5 of4.218000% ~~1934 Date~~67,693,000.00 of67,693,000.00 ~~report~~728,119.87 ~~(Date of earliest event reported) June 29~~237,940.90 ~~2005~~ A-~~----------------------------- Merrill~~2 ~~Lynch~~59022HHF2 ~~Mortgage~~4.556000% ~~Investors~~346,500,000.00 ~~Inc~~346,500,000. ~~-------------------------------------------------------------------------------- (Exact~~00 ~~Name~~0.00 of1,315,545.00 ~~Registrant as Specified in Its Charter) Delaware 333~~A-~~116820-04 13-3416059 -------------------------------------------------------------------------------- (State~~3 or59022HHG0 ~~Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)~~ 4.674000% ~~World Financial Center~~47, ~~10th Floor 250 Vesey Street~~661,000.00 ~~New York~~47,661,000.00 ~~New~~0.00 York 10080 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number185,639.60 ~~including area code (212) 449-1000 ---------------------------- N/~~A -~~------------------------------------------------------------------------------- (Former~~SB ~~Name~~59022HHH8 or4.674000% ~~Former Address~~100,000,000.00 if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230100,000,000.~~425) [ ]~~00 ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~0.~~14a-12) [ ]~~00 ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~389,500.~~14d-2(b)) [ ]~~00 ~~Pre~~A-~~commencement~~4 ~~communications~~59022HHJ4 ~~pursuant to Rule 13e-~~4~~(c)~~.747000% ~~under~~526,039,000.00 ~~the Exchange~~526,039,000.00 ~~Act~~0.00 ~~(17 CFR 240~~2,080,922.~~13e-4(c)) Section~~61 A-1 -A ~~Registrant's~~59022HHK1 ~~Business and Operations Item 1~~4.~~01 Entry~~735000% ~~into a Material Definitive Agreement~~128,700,000. ~~--------- ------------------------------------------- On~~00 ~~June 29~~128, ~~2005~~700,000.00 ~~a pooling and servicing agreement dated as of June 1~~75, ~~2005~~848.41 ~~(the "Pooling and Servicing Agreement")~~507,828.75 ~~was~~A-M ~~entered~~59022HHL9 ~~into~~4.805000% ~~by and among Merrill Lynch Mortgage Investors~~173, ~~Inc~~800,000.00 ~~as depositor (the "Registrant")~~173, ~~a master servicer~~800,000.00 a0.00 ~~special servicer and a trustee~~695,924.17 ~~for the purpose of issuing a single series of certificates, entitled Merrill Lynch Mortgage Trust 2005~~A-~~MCP1 ("Merrill~~J ~~Lynch~~59022HHM7 ~~Mortgage~~4.845000% ~~Trust 2005-MCP1")~~115,142,000.00 ~~Commercial Mortgage Pass-Through Certificates~~115,142,000.00 ~~Series~~0.00 ~~2005-MCP1 (the "Certificates")~~464,885.83 ~~The~~B ~~Pooling~~59022HHN5 ~~and Servicing Agreement is attached as Exhibit~~ 4.1934000% ~~hereto~~36,932,000.00 ~~Certain classes of the Certificates~~36, ~~designated as Class A-1~~932,000.00 ~~Class~~0.00 ~~A-2~~151,852.07 ~~Class~~C ~~A-3,~~59022HHP0 ~~Class A-SB, Class A-~~4,.953000% ~~Class A-1A~~15, ~~Class AM~~208,000.00 ~~Class AJ~~15, ~~Class B~~208,000.00 ~~Class~~0.00 C62,771.02 ~~Class~~ D ~~and~~59022HHQ8 ~~Class~~5.023000% ~~XP (collectively~~32, ~~the "Publicly-Offered Certificates") were registered under the Registrant's registration statement on Form S-3 (Registration No~~587,000.00 ~~333-116820) and sold to Merrill Lynch~~32, ~~Pierce~~587,000.00 ~~Fenner~~0.00 ~~& Smith Incorporated ("Merrill Lynch")~~136,403.75 ~~Countrywide~~E ~~Securities~~59022HHS4 ~~Corporation,~~5.131000% ~~PNC Capital Markets~~19, ~~Inc~~553,000.00 ~~and Wachovia Capital Markets~~19, ~~LLC (collectively~~553,000.00 ~~the~~0.00 ~~"Underwriters")~~83,605.37 ~~pursuant~~F to59022HHT2 ~~an underwriting~~5.343516% ~~agreement dated as of June 21~~28, ~~2005 (the "Underwriting Agreement")~~242, ~~between~~000.00 ~~the Registrant and Merrill Lynch for itself and as representative of the other Underwriters~~28,242,000.00 ~~The Underwriting Agreement is attached as Exhibit 1~~0.~~1 hereto.~~00 ~~Certain of the mortgage loans backing the Publicly-Offered Certificates (the "MLML Mortgage Loans") were acquired by the Registrant from Merrill Lynch Mortgage Lending~~125, ~~Inc~~759.64 ~~("MLML")~~G as59022HHU9 ~~seller~~5.356516% ~~pursuant to a mortgage loan purchase agreement dated as of June 21~~17,380,000.00 ~~2005 (the "MLML Mortgage Loan Purchase Agreement")~~17,380,000.00 ~~which is attached hereto as Exhibit 99~~0.1.00 ~~Certain other of the mortgage loans backing the Publicly-Offered Certificates (the "Countrywide Mortgage Loans") were acquired by the Registrant from Countrywide Commercial Real Estate Finance~~77, ~~Inc~~580.20 ~~("Countrywide")~~H as59022HHV7 ~~seller~~5.356516% ~~pursuant to a mortgage loan purchase agreement dated as of June~~ 21,725,000.00 ~~2005 (the "Countrywide Mortgage Loan Purchase Agreement")~~21,725,000.00 ~~which is attached hereto as Exhibit 99~~0.2.00 ~~The remaining mortgage loans backing the Publicly-Offered Certificates (the "PNC Bank Mortgage Loans"; the MLML Mortgage Loans~~96,975.25 ~~the~~J ~~Countrywide~~59022HHW5 ~~Mortgage~~4.549000% ~~Loans and the PNC Bank Mortgage Loans~~6, ~~collectively~~518,000.00 ~~the "Mortgage Loans") were acquired by the Registrant from PNC Bank~~6, ~~National Association ("PNC Bank") as seller pursuant to a mortgage loan purchase agreement dated as of June 21~~518,000.00 ~~2005~~0.00 ~~(the "PNC Bank Mortgage Loan Purchase Agreement"; the MLML Mortgage Loan Purchase Agreement~~24, ~~the~~708.65 ~~Countrywide~~K ~~Mortgage~~59022HHX3 ~~Loan~~4.549000% ~~Purchase Agreement and the PNC Bank Mortgage Loan Purchase Agreement~~8, ~~collectively~~690,000.00 ~~the "Mortgage Loan Purchase Agreements")~~8, ~~which~~690,000.00 ~~is attached hereto as Exhibit 99~~0.~~3. Each~~00 ~~Mortgage Loan Purchase Agreement contains representations and warranties made by the related seller-MLML~~32,942.34 ~~Countrywide~~L or59022HHY1 ~~PNC~~4.549000% ~~Bank~~6, ~~as the case may be - to the Registrant with respect to the Mortgage Loans sold by such seller to the Registrant~~517,000. ~~Section~~00 ~~9 - Financial Statements and Exhibits Item 9~~6,517,000.~~01 Financial~~00 ~~Statements and Exhibits~~0. ~~--------- ---------------------------------- 2 Listed~~00 ~~below are the financial statements~~24,704.86 ~~pro~~M ~~forma~~59022HHZ8 ~~financial information~~4.549000% ~~and exhibits~~4,345,000.00 ~~if any~~4,345,000.00 ~~filed~~0.00 ~~as a part of this report: (a) Financial statements of businesses acquired: -------------------------------------------- Not applicable~~16,471. ~~(b)~~17 ~~Pro~~N ~~forma~~59022HJA1 ~~financial information: -------------------------------- Not applicable~~4. ~~(c)~~549000% ~~Exhibits: --------- Exhibit No~~4,345,000. ~~Description 1.1 Underwriting~~00 ~~Agreement~~ 4,345,000.~~1 Pooling~~00 ~~and Servicing Agreement 99~~0.~~1 MLML~~00 ~~Mortgage Loan Purchase Agreement 99~~16,471.~~2 Countrywide~~17 ~~Mortgage~~P ~~Loan~~59022HJB9 ~~Purchase Agreement 99~~4.~~3 PNC~~549000% Bank Mortgage Loan Purchase Agreement 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 19348,690,000.00 ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned~~8,690,000.00 ~~thereunto duly authorized~~0. ~~Date: July~~00 1432,942.34 ~~2005 MERRILL~~Q ~~LYNCH~~59022HJC7 ~~MORTGAGE~~4.549000% ~~INVESTORS~~21, ~~INC~~725,951. ~~By: /s/~~00 ~~David M~~21,725,951.00 ~~Rodgers --------------------------------------- Name: David M~~0.00 ~~Rodgers Title: Executive Vice President~~82, ~~Chief~~359.46 ~~Officer~~R-I in59022HJE3 ~~Charge~~0.000000% ~~of Commercial~~0.00 ~~Mortgage~~0.00 ~~Securitization 4 EXHIBIT~~0.00 ~~INDEX~~ 0.00 R-~~------------ The~~II ~~following~~59022HJF0 ~~exhibits~~0.000000% ~~are~~0.00 ~~filed~~0.00 ~~herewith: Exhibit No~~0. ~~----------- 1.1 Underwriting~~00 ~~Agreement 4~~0.~~1 Pooling~~00 ~~and~~Z ~~Servicing~~N/A ~~Agreement 99~~0.~~1 MLML~~000000% ~~Mortgage~~0.01 ~~Loan~~0.01 ~~Purchase~~0.00 ~~Agreement 99~~0.~~2 Countrywide~~00 ~~Mortgage~~Totals ~~Loan~~1,737,992,951.01 ~~Purchase~~1,737,992,951.01 ~~Agreement 99~~803,968.~~3 PNC~~28 ~~Bank Mortgage Loan Purchase Agreement 5~~ 6,843,734.15

Appraisal Reduction Amount None Cash Reconciliation Detail Total Funds Collected Interest: Scheduled Interest 7,809,649.98 Interest reductions due to Nonrecoverability Determinations 0.00 Interest Adjustments 0.00 Deferred Interest 0.00 Net Prepayment Interest Shortfall 0.00 Net Prepayment Interest Excess 0.00 Extension Interest 0.00 Interest Reserve Withdrawal 0.00 Total Interest Collected 7,809,649.98 Principal: Scheduled Principal 803,968.30 Unscheduled Principal 0.00 Principal Prepayments 0.00 Collection of Principal after Maturity Date 0.00 Recoveries from Liquidation and Insurance Proceeds 0.00 Excess of Prior Principal Amounts paid 0.00 Curtailments 0.00 Negative Amortization 0.00 Principal Adjustments 0.00 Total Principal Collected 803,968.30 Other: Prepayment Penalties/Yield Maintenance 0.00 Repayment Fees 0.00 Borrower Option Extension Fees 0.00 Equity Payments Received 0.00 Net Swap Counterparty Payments Received 0.00 Total Other Collected: 0.00 Total Funds Collected 8,613,618.28 Total Funds Distributed Fees: Master Servicing Fee 49,931.44 Trustee Fee 1,729.67 Certificate Administration Fee 0.00 Insurer Fee 0.00 Miscellaneous Fee 0.00 Total Fees 51,661.10 Additional Trust Fund Expenses: Reimbursement for Interest on Advances 0.00 ASER Amount 0.00 Special Servicing Fee 0.00 Rating Agency Expenses 0.00 Attorney Fees & Expenses 0.00 Bankruptcy Expense 0.00 Taxes Imposed on Trust Fund 0.00 Non-Recoverable Advances 0.00 Other Expenses 0.00 Total Additional Trust Fund Expenses 0.00 Interest Reserve Deposit 0.00 Payments to Certificateholders & Others: Interest Distribution 7,757,988.85 Principal Distribution 803,968.28 Prepayment Penalties/Yield Maintenance 0.00 Borrower Option Extension Fees 0.00 Equity Payments Paid 0.00 Net Swap Counterparty Payments Paid 0.00 Total Payments to Certificateholders & Others 8,561,957.13 Total Funds Distributed 8,613,618.23

Principal Prepayment Detail No Principal Prepayments this Period

Delinquency Loan Detail No Delinquent Loans this Period Specially Serviced Loan Detail - Part 1 No Specially Serviced Loans this Period Specially Serviced Loan Detail - Part 2 No Specially Serviced Loans this Period Modified Loan Detail No Modified Loans Liquidated Loan Detail No Liquidated Loans this Period Bond/Collateral Realized Losses this Period No Realized Losses this Period

Filing Compare · Merrill Lynch Mortgage Trust 2005-MCP1